Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Clean Energy Technologies, Inc. | |
Entity Central Index Key | 0001329606 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 748,907,656 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 179,855 | $ 6,456 |
Accounts receivable - net | 661,425 | 724,845 |
Inventory | 790,789 | 711,894 |
Total Current Assets | 1,632,069 | 1,443,195 |
Property and Equipment - Net | 75,644 | 96,027 |
Goodwill | 747,976 | 747,976 |
License | 354,322 | 354,322 |
Patents | 142,291 | 151,199 |
Right of use Operating asset - long term | 872,817 | |
Other Assets | 25,400 | 25,400 |
Total Non Current assets | 2,142,806 | 1,278,897 |
Total Assets | 3,850,519 | 2,818,119 |
Current Liabilities: | ||
Bank Overdraft | 5,850 | |
Accounts payable - trade | 1,097,429 | 1,033,375 |
Accrued Expenses | 1,860,477 | 1,786,796 |
Accrued Expenses Related party | 220,667 | 123,394 |
Customer Deposits | 309,230 | 365,815 |
Warranty Liability | 100,000 | 100,000 |
Deferred Revenue | 47,750 | 33,000 |
Derivative Liability | 253,781 | 245,988 |
Lease Liability - current | 197,055 | |
Notes Payable - Current (net of discount) | 3,083,998 | 2,775,090 |
Notes Payable - Current - Related Party | 996,173 | 1,144,505 |
Total Current Liabilities | 8,166,559 | 7,613,813 |
Long-Term Debt: | ||
Lease Liability - long term | 682,714 | |
Net Long-Term Debt | 682,714 | |
Total Liabilities | 8,849,273 | 7,613,813 |
Commitments and contingencies | ||
Stockholders' (Deficit) | ||
Preferred D stock, stated value $100 per share; 20,000 shares authorized; 7,500 shares and 7,500 shares issued and 6,500 and 7,500 outstanding respectively | 650,000 | 750,000 |
Common stock, $.001 par value; 2,000,000,000 shares authorized; 748,657,656 and 555,582,656 shares issued and outstanding respectively | 748,659 | 555,585 |
Shares to be issued | 5,000 | 262,000 |
Additional paid-in capital | 7,484,581 | 5,236,456 |
Accumulated deficit | (13,886,994) | (11,599,735) |
Total Stockholders' (Deficit) | (4,998,754) | (4,795,694) |
Total Liabilities and Stockholders' Deficit | $ 3,850,519 | $ 2,818,119 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred D stock, shares par value | $ 100 | $ 100 |
Preferred D stock, shares authorized | 20,000 | 20,000 |
Preferred D stock, shares issued | 7,500 | 7,500 |
Preferred D stock, shares outstanding | 6,500 | 7,500 |
Common stock, shares par value | $ .001 | $ .001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 748,657,656 | 555,582,656 |
Common stock, shares outstanding | 748,657,656 | 555,582,656 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 126,546 | $ 532,137 | $ 455,077 | $ 1,243,630 |
Cost of Goods Sold | 81,361 | 226,556 | 292,593 | 559,514 |
Gross Profit | 45,185 | 305,581 | 162,484 | 684,116 |
General and Administrative | ||||
General and Administrative expense | 130,940 | 98,909 | 330,788 | 302,349 |
Salaries | 209,954 | 192,409 | 617,821 | 541,134 |
Professional fees | 28,186 | 20,786 | 98,871 | 108,844 |
Travel | 113,492 | 30,301 | 199,599 | 66,969 |
Consulting | 34,475 | 18,125 | 42,800 | 53,157 |
Facility lease | 80,863 | 68,346 | 243,715 | 207,671 |
Share Based Expense | 91,140 | |||
Total Expenses | 597,910 | 428,876 | 1,533,594 | 1,371,264 |
Net Profit / (Loss) From Operations | (552,725) | (123,295) | (1,371,110) | (687,148) |
Change in derivative liability | 290,741 | 221,395 | 185,811 | 5,058 |
Gain / (Loss) on disposition of assets | 7,456 | |||
Financing Fees | (378,155) | |||
Interest Expense | (396,704) | (253,482) | (1,041,961) | (713,994) |
Net Profit / (Loss) Before Income Taxes | (658,688) | (155,382) | (2,227,260) | (1,766,783) |
Income Tax Expense | ||||
Net Profit / (Loss) | $ (658,688) | $ (155,382) | $ (2,227,260) | $ (1,766,783) |
Per Share Information: | ||||
Basic and diluted weighted average number of common shares outstanding | 666,391,352 | 553,354,983 | 604,602,711 | 498,909,645 |
Net Profit / (Loss) per common share basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 210,883 | $ 750,000 | $ 58,000 | $ 3,657,653 | $ (8,789,717) | $ (4,113,180) |
Balance, shares at Dec. 31, 2017 | 210,881,122 | 7,500 | ||||
Shares issued for Note conversions | $ 26,055 | (58,000) | 203,580 | 171,635 | ||
Shares issued for Note conversions, shares | 26,054,672 | |||||
Shares issued for Services | $ 13,800 | 59,340 | 73,140 | |||
Shares issued for Services, shares | 13,800,000 | |||||
Shares issued for cash | $ 302,463 | 604,914 | 907,377 | |||
Shares issued for cash, shares | 302,462,667 | |||||
BCF | 532,383 | 532,383 | ||||
Shares to be issued | 18,000 | 18,000 | ||||
Net Loss | (1,313,258) | (1,313,258) | ||||
Balance at Mar. 31, 2018 | $ 553,201 | $ 750,000 | 18,000 | 5,057,870 | (10,102,975) | (3,723,904) |
Balance, shares at Mar. 31, 2018 | 553,198,461 | 7,500 | ||||
Balance at Dec. 31, 2017 | $ 210,883 | $ 750,000 | 58,000 | 3,657,653 | (8,789,717) | $ (4,113,180) |
Balance, shares at Dec. 31, 2017 | 210,881,122 | 7,500 | ||||
Shares issued for Services, shares | 1,500,000 | |||||
Shares issued for Preferred stock conversion, shares | 26,054,672 | |||||
Net Loss | $ (1,766,783) | |||||
Balance at Sep. 30, 2018 | $ 554,700 | $ 750,000 | 5,201,973 | (10,556,501) | (4,049,828) | |
Balance, shares at Sep. 30, 2018 | 554,698,461 | 7,500 | ||||
Balance at Mar. 31, 2018 | $ 553,201 | $ 750,000 | 18,000 | 5,057,870 | (10,102,975) | (3,723,904) |
Balance, shares at Mar. 31, 2018 | 553,198,461 | 7,500 | ||||
BCF | 127,602 | 127,602 | ||||
Net Loss | (298,142) | (298,142) | ||||
Balance at Jun. 30, 2018 | $ 553,201 | $ 750,000 | 18,000 | 5,185,472 | (10,401,117) | (3,894,444) |
Balance, shares at Jun. 30, 2018 | 553,198,461 | 7,500 | ||||
Shares issued for Services | $ 1,499 | (18,000) | 16,501 | (2) | (2) | |
Shares issued for Services, shares | 1,500,000 | |||||
Net Loss | (155,382) | (155,382) | ||||
Balance at Sep. 30, 2018 | $ 554,700 | $ 750,000 | 5,201,973 | (10,556,501) | (4,049,828) | |
Balance, shares at Sep. 30, 2018 | 554,698,461 | 7,500 | ||||
Shares to be issued for compensation | 262,000 | 262,000 | ||||
Shares issued for debt conversion | $ 884 | 34,484 | 35,368 | |||
Shares issued for debt conversion, shares | 884,195 | |||||
Net Loss | (1,043,234) | (1,043,234) | ||||
Balance at Dec. 31, 2018 | $ 555,584 | $ 750,000 | 262,000 | 5,236,457 | (11,599,735) | (4,795,694) |
Balance, shares at Dec. 31, 2018 | 555,582,656 | 7,500 | ||||
Shares to be issued for compensation | $ 20,000 | (262,000) | 242,000 | |||
Shares to be issued for compensation, shares | 20,000,000 | |||||
Net Loss | (726,777) | (726,777) | ||||
Balance at Mar. 31, 2019 | $ 575,584 | $ 750,000 | 5,478,457 | (12,326,512) | (5,522,471) | |
Balance, shares at Mar. 31, 2019 | 575,582,656 | 7,500 | ||||
Balance at Dec. 31, 2018 | $ 555,584 | $ 750,000 | 262,000 | 5,236,457 | (11,599,735) | (4,795,694) |
Balance, shares at Dec. 31, 2018 | 555,582,656 | 7,500 | ||||
Net Loss | (2,227,260) | |||||
Balance at Sep. 30, 2019 | $ 748,659 | $ 650,000 | 5,000 | 7,484,582 | (13,886,995) | (4,998,754) |
Balance, shares at Sep. 30, 2019 | 748,657,656 | 6,500 | ||||
Balance at Mar. 31, 2019 | $ 575,584 | $ 750,000 | 5,478,457 | (12,326,512) | (5,522,471) | |
Balance, shares at Mar. 31, 2019 | 575,582,656 | 7,500 | ||||
Shares issued for cash | $ 500 | 9,500 | 10,000 | |||
Shares issued for cash, shares | 500,000 | |||||
Shares to be issued | 932,680 | 1,066,520 | 1,999,200 | |||
Shares to be issued, shares | ||||||
Preferred shares reclassed | $ (20,000) | 20,000 | ||||
Preferred shares reclassed, shares | (200) | |||||
Shares returned from admin. hold | $ 75 | (75) | ||||
Shares returned from admin. hold, shares | 75,000 | |||||
Shares issued for Preferred stock conversion | $ 4,000 | $ (80,000) | 136,000 | (60,000) | ||
Shares issued for Preferred stock conversion, shares | 4,000,000 | (800) | ||||
Net Loss | (841,795) | (841,795) | ||||
Balance at Jun. 30, 2019 | $ 580,159 | $ 650,000 | 932,680 | 6,710,402 | (13,228,307) | (4,355,066) |
Balance, shares at Jun. 30, 2019 | 580,157,656 | 6,500 | ||||
Shares issued for cash | $ 500 | 9,500 | 10,000 | |||
Shares issued for cash, shares | 500,000 | |||||
Shares to be issued | $ 168,000 | (932,680) | 764,680 | |||
Shares to be issued, shares | 168,000,000 | |||||
Subscriptions Received | 5,000 | 5,000 | ||||
Net Loss | (658,688) | (658,688) | ||||
Balance at Sep. 30, 2019 | $ 748,659 | $ 650,000 | $ 5,000 | $ 7,484,582 | $ (13,886,995) | $ (4,998,754) |
Balance, shares at Sep. 30, 2019 | 748,657,656 | 6,500 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Debt instrument, convertible, beneficial conversion feature | $ 153,000 | $ 939,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net Income / ( Loss ) | $ (2,227,260) | $ (1,766,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 35,291 | 40,713 |
Share based compensation | 91,140 | |
Gain on disposal of fixed assets | 7,456 | |
Financing fees | 378,155 | |
Change in Derivative Liability and Debt discount | 260,582 | 285,078 |
Changes in assets and liabilities: | ||
(Increase) decrease in Right of use asset | (872,817) | |
(Increase) decrease in Right of use Liability | 879,769 | |
(Increase) decrease in accounts receivable | 63,420 | (299,326) |
(Increase) decrease in inventory | (78,895) | 64,482 |
(Decrease) increase in accounts payable | 64,054 | 34,132 |
Other (Decrease) increase in accrued expenses | 73,681 | 62,584 |
Other (Decrease) increase in accrued expenses -related party | 97,273 | |
Other (Decrease) increase in deferred revenue | 14,750 | |
Other (Decrease) increase in customer deposits | (56,585) | |
Net Cash Used In Operating Activities | (1,746,737) | (1,247,074) |
Cash Flows from Investing Activities | ||
Purchase property plant and equipment | (6,000) | |
Cash Flows Used In Investing Activities | (6,000) | |
Cash Flows from Financing Activities | ||
Bank Overdraft / (Repayment) | (5,850) | (10,863) |
Payments on notes payable | (596,000) | (198,296) |
Proceeds from notes payable and lines of credit | 503,786 | 569,946 |
Stock issued for cash | 2,024,200 | 907,377 |
Cash Flows Provided By Financing Activities | 1,926,136 | 1,268,164 |
Net (Decrease) Increase in Cash and Cash Equivalents | 173,399 | 21,090 |
Cash and Cash Equivalents at Beginning of Period | 6,456 | 9,418 |
Cash and Cash Equivalents at End of Period | 179,855 | 30,508 |
Supplemental Cashflow Information: | ||
Interest Paid | 475,966 | 215,785 |
Taxes Paid | ||
Supplemental Non-Cash Disclosure | ||
Shares issued for Services | 91,140 | |
Shares issued for preferred conversions | 80,000 | |
Shares issued for note conversions | $ 171,635 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: These unaudited interim consolidated financial statements as of and for the three and nine months ended September 30, 2019, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end December 31, 2018, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended September 30, 2019, are not necessarily indicative of results for the entire year ending December 31, 2019. The summary of significant accounting policies of Clean Energy Technologies, Inc. is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of September 30, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $57,000. Five (5) customers accounted for approximately 96% of accounts receivable at September 30, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of September 30, 2019, and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” ●Identify the contract with the customer ● ● ● ● We also collect deposits with our order. Our customer deposit are recognized as revenue when we have met the contractual obligations. The following is table summarizes the customer deposit activity for the nine months ended September 30, 2019: Customer Deposits as of December 31, 2018 $ 365,815 Customer Deposits applied (56,585 ) New customer Deposits - Customer Deposits as of September 30, 2019 $ 309,230 We Invoice the customer at the time of the contract and only recognize the revenue when the company satisfies a performance obligation. The following is table summarizes the deferred revenue activity for the nine months ended September 30, 2019: Deferred revenue December 31, 2018 $ 33,000 Deferred revenue recognized in the Nine months ended September 30, 2019 - Additional deferred revenue added in the Nine months ended September 30, 2019 14,750 Deferred revenue September 30, 2019 $ 47,750 The following steps are applied to our contract manufacturing revenue: ● ●We receive Purchase orders from our customers. ● ●We invoice at the time of shipment ●The terms are typically Net 30 days Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments as of December 31 2018 and September 30, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – September 30, 2019 $ – $ – $ 253,781 $ 253,781 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At September 30, 2019, we had outstanding common shares of 748,657,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at September 30, 2019 and 2018 were 604,602,711 and 498,909,645, respectively. In addition, we had convertible notes and convertible preferred shares, convertible into of additional common shares of approximately 613 million shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive we also had an adjustment to retained earnings of $60,000 due to the inducement on the conversion of preferred shares. Research and Development We had no amounts of research and development expense during the three months ended September 30, 2019 and 2018. Segment Disclosure FASB Codification Topic 280, Segment Reporting Selected Financial Data Nine months ended September 30 2019 2018 Net Sales Electronics Assembly 344,905 484,156 Clean Energy HRS 46,662 759,474 Cety Europe 64,035 - Total Sales 455,077 1,243,630 Segment income and reconciliation before tax Electronics Assembly 78,314 99,817 Clean Energy HRS 37,463 584,299 Cety Europe 46,707 - Total Segment income 162,484 684,116 Reconciling items General and Administrative expense (330,788 ) (302,349 ) Salaries (617,821 ) (541,134 ) Professional fees (98,871 ) (108,844 ) Travel (199,599 ) (66,969 ) Consulting (42,800 ) (53,157 ) Facility lease (243,715 ) (207,671 ) Share Based Expense - (91,140 ) Change in derivative liability 185,811 5,058 Gain / (Loss) on disposition of assets - 7,456 Financing fees - (378,155 ) Interest expense (1,041,961 ) (713,994 ) Net Loss before income tax (2,227,260 ) (1,766,783 ) September 30, 2019 September 30, 2018 Total Assets Electronics Assembly 2,116,907 1,064,325 Clean Energy HRS 1,717,316 1,918,955 Cety Europe 16,296 - 3,850,519 2,983,280 Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a nine months ended September 30, 2019ly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the nine months ended September 30, 2019 and 2018 we had $0 and $91,140 respectively, in share-based expense, due to the issuance of common stock. As of September 30, 2019, we had no further non-vested expense to be recognized. Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the three months ended September 30, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of September 30, 2019, we had a net operating loss carry-forward of approximately $(4,646,730) and a deferred tax asset of approximately $975,813 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(975,813). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. September 30, 2019 December 31, 2018 Deferred Tax Asset $ 975,813 $ 515,944 Valuation Allowance (975,813 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). This resulted in a change in control, which limited the net operating loss carryforward to that date forward. We are subject to taxation in the U.S. and the state of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $5,007,979 and an accumulated deficit of $(13,896,219) and a working capital deficit of $6,353,612 and a net loss of $2,236,484 for the nine months ended September 30, 2019. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 2– RECENT ACCOUNTING PRONOUNCEMENTS The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. ● Update 2019-04—Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ● Update 2019-01—Leases (Topic 842): Codification Improvements ● Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities ● Update 2018-13 ● Update 2018-08 ● Update 2018-05 ● Update 2018-04 ● Update 2018-03 ● Update 2018-01 FASB ASU 2016-02 “Leases (Topic 842)” – |
Accounts and Notes Receivable
Accounts and Notes Receivable | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts and Notes Receivable | NOTE 3 – ACCOUNTS AND NOTES RECEIVABLE September 30, 2019 December 31, 2018 Accounts Receivable Trade $ 718,425 $ 781,845 Less Reserve for uncollectable accounts (57,000 ) (57,000 ) Accounts receivable - net $ 661,425 $ 724,845 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 – INVENTORY Inventories by major classification were comprised of the following at: September 30, 2019 December 31, 2018 Raw Material $ 947,349 $ 952,214 Work in Process 93,440 9,680 Total 1,040,789 961,894 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Total Inventory $ 790,789 $ 711,894 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: September 30, 2019 December 31, 2018 Capital Equipment $ 1,348,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,348,586 ) (1,322,203 ) Property and Equipment - Net $ 75,644 $ 96,027 For the nine months ended September 30, 2019 we recognized depreciation expense in the amount of $17,586 and for the three months ended September 30, 2018 we recognized depreciation expense in the amount of $8,793 For the nine months ended September 30, 2018 we recognized depreciation expense in the amount of $31,085 and for the three months ended September 30, 2018 we recognized depreciation expense in the amount of $9,285 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets were comprised of the following at: September 30, 2019 December 31, 2018 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (48,498 ) (39,590 ) Net Intangible Assets $ 1,244,589 $ 1,253,497 Our Amortization Expense for the three months ended September 30, 2019 and 2018 was $2,969 and 2,969 respectively. Our Amortization Expense for the nine months ended September 30, 2019 and 2018 was $2,969 and 2,969 respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES September 30, 2019 December 31, 2018 Accrued Payroll $ 187,715 $ 224,514 Accrued Interest 576,905 466,425 Accrued Interest Related party 220,667 123,394 Customer Deposit 309,230 365,815 Accrued Payable to GE - TSA 972,231 972,231 Accrued Rents and Moving Expenses 123,625 123,626 $ 2,390,373 $ 2,276,005 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE The Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500. As of September 30, 2019 the outstanding balance was $38,500. On November 11, 2013, we entered in to an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of September 30, 2019, the outstanding balance was $1,590,300. On September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a Delaware corporation (“GEII”), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 2.66% per annum. The note is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal nine months ended September 30, 2019ly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2018 at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in purchase price we paid. We are in the process of negotiations with General Electric. On September 15, 2016, Meddy Sahebi, Chairman of our previous Board of Directors, advanced the Company $5,000. There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time. As of September 30, 2019, the outstanding balance was $5,000. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full. On April 15, 2019 we received an advance from an un-related party for $40,000, this advance has no interest rate or repayment terms. Convertible notes On September 6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. On December 16, 2016 we issued 1,200,000 shares of common stock at $.0031 for a partial conversion of this note in the amount of $3,696. January 4, 2018, we issued 2,300,000 shares of common stock at $.002192 for a partial conversion of this note in the amount of $5,042. On November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $84,000. Concurrently, we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note and Reddot acquired the convertible note. Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price of $.005 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have a fixed interest rate of ten percent (10%) per annum with respect to both the redemption amount and including a financing fee and any costs, expenses, or other fees relating to the convertible note or its enforcement and collection, and any other expense for or on our account (in each case with a minimum 10% yield in the event of payoff or conversion within the first year), such amounts to constitute additional principal under the convertible note, as amended, and (c) as otherwise provided in the Escrow Funding Agreement. The March 2016 convertible note, as so amended, is referred to as the “Master Note.” On January 9, 2017, we effected the partial repayment of the convertible note dated July 6, 2016. The holder had elected to convert $15,400 ($11,544 in principal and $3,855 in accrued interest) into a total of 7,000,000 shares of Common Stock. The conversion left $66,205 remaining due and payable under the July 2016 convertible note and we paid the note holder a total of $89,401 in repayment. On January 12, 2017, we effected the partial repayment of the convertible note dated September 6, 2016. The holder had elected to retain $26,117 (consisting of $24,228 in principal and $1,899 in interest), leaving $60,941 remaining due and payable under the September 2016 convertible note, which was satisfied and canceled in consideration of the payment to the note holder of $97,506. On January 9, 2017, we effected the repayment in full of the convertible note dated August 12, 2016 through payment to the note holder of a total of $89,401. Concurrently with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the “Credit Agreement”) with Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (“MW I”), pursuant to which MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to acquire the convertible notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent a note was repaid with funds advanced by MW I. Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced by MG I to or for our benefit would be governed by the terms of the Master Note, including the payment of a financing fees, interest, minimum interest, and convertibility. Reddot is MW I’s agent for purposes of administration of the Credit Agreement and the Master Note and advances thereunder. The foregoing summary descriptions of the Escrow Funding Agreement (including amendments to the Master Note), the Settlement Agreement, and the Credit Agreement are not complete and are qualified in their entirety by reference to the full texts thereof, copies of which were included as Exhibits 10.02 to our Current Report on Form 8-K dated October 31, 2016 and to Exhibits 10.01 and 10.02 to our Current Report on Form 8-K dated January 4, 2016. The foregoing summary description of the original Master Note is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which was included as Exhibit 10.03 to our Current Report on Form 8-K dated October 31, 2016. On May 5, 2017 we entered into a nine-month convertible note payable for $78,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of sixty one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February 21 st On May 24, 2017 we entered into a nine-month convertible note payable for $32,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five eight percent (58%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685, by Cybernaut Zfounder Ventures. An amended term was added to the original note with the interest rate of 14%. This note matured on February 26 th On August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date of May 30, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-eight percent (58%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On July 25, 2017 we entered into a convertible note payable for $103,000, with a maturity date of April 25, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of sixty percent (60%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. On December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On May 28, 2019 this note was paid in full. February 13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full. On April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. Subsequently that note was paid in full on October 10, 2019 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 9 – Derivative Liabilities As a result of the convertible notes we recognized the embedded derivative liability on the date of note issuance. We also revalued the remaining derivative liability on the outstanding note balance on the date of the balance sheet. We value the derivative liability using a binomial lattice model with an expected volatility of 99% and a risk-free interest rate of 1.78% The remaining derivative liabilities were: Derivative Liabilities on Convertible Loans: September 30, 2019 December 31, 2018 Outstanding Balance $ 253,781 $ 245,988 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES The company has received an invoice from Oberon Securities for $291,767 which is in dispute. The company believes it has defenses to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law. No liability has been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in defending against the claim. Operating Rental Leases On March 10, 2016, we signed a lease agreement for a 18,200 square-foot CTU Industrial Building at 2990 Redhill Unit A, Costa Mesa, CA. The lease term at the new facility is seven years and two months beginning October 1, 2016. In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month to month lease. Future minimum lease payments for the years ended December 31, as follows: Year Lease Payments 2019 $ 50,935 2020 $ 241,884 2021 $ 249,132 2022 $ 256,608 2023 $ 176,208 Total Lease Payments $ 974,767 Imputed Interest $ (94,998 ) Lease Liability $ 879,769 Our Rent expense including common area maintenance for the three months ended September 30, 2019 and 2018 was $80,863 and $68,346 respectively and for the nine months ended September 30, 2019 and 2018 was $243,715 and $207,671 respectively. Per FASB ASU 2016-02 “Leases (Topic 842)” – Severance Benefits Effective at December 31, 2018, Mr. Bennett, was entitled to receive in the event of his termination without cause a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder of his employment period or two (2) years, whichever is greater. |
Capital Stock Transactions
Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Capital Stock Transactions | NOTE 11 – CAPITAL STOCK TRANSACTIONS On April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share. On May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares. On June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000 and in the number of our authorized preferred shares to 10,000,000. The amendment effecting the increase in our authorized capital was filed and effective on July 5, 2017. On August 28, 2018, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 800,000,000. The amendment effecting the increase in our authorized capital was filed and effective on August 23, 2018 On April 30, 2019, by written consent, in lieu of a meeting of the stockholders; our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000. The amendment effecting the increase in our authorized capital was filed and effective on July 23, 2019 Common Stock Transactions On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,377 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), as disclosed on form 8K on February 15, 2018. From January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes. We also issued 13,800,000 shares for additional compensation and 1,500,000 for consulting services. On October 9, 2018 we issued 884,195 shares .04 for payment of an accounts payable in the amount of $35,367. On February 13, 2019 we issued 20,000,000 $.0131 to Kambiz Mahdi our CEO as additional compensation accrued for in 2018 in the amount of $262,000. In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares , which were subsequently issued. We also recorded a $60,000 inducement fee to account for the difference in the fair value which we offset to retained earnings. On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock was issued to MGWI on August 15, 2019. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. During the quarter ended June 30, 2019 we returned 75,000 from an administrative hold due to the fact that we cannot locate the recipients to the replaced shares. On June 10, 2019 we sold 500,00 units for for cash at $.02 per unit to an accredited investor for an aggregate price of $10,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 18, 2019 we sold 500,00 units for for cash at $.02 per unit to an accredited investor for an aggregate price of $10,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On September 19, 2019 we entered into a stock purchase agreement for 250,00 units for cash at $.02 per unit to an accredited investor for an aggregate price of $5,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. Common Stock Our Articles of Incorporation authorize us to issue 2,000,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2019, there were 748,657,656 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 10,000,000 shares of preferred stock, par value $0.001 per share. Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of nine months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. In connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $.20 per share. On August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its Series D Preferred. In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to nine percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares, which were subsequently issued. We also recorded a $60,000 inducement fee to account for the difference in the fair value which we offset to retained earnings. We also reclassed 200 preferred valued at $20,000, which were previously recorded as converted preferred dividends. Warrants Warrant Activity On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock was issued to MGWI on August 15, 2019. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On June 10, 2019 we sold 500,00 units for for cash at $.02 per unit to an accredited investor for an aggregate price of $10,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 18, 2019 we sold 500,00 units for for cash at $.02 per unit to an accredited investor for an aggregate price of $10,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. Subsequently on October 15, 2019 we issued 250,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $250,000 in a private sale. We also issued 250,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2018 - $ - - $- Issued 169,000,000 $ 0.04 169,000,000 $ 0.04 Exercised - - - Expired - - - - Outstanding September 30, 2019 169,000,000 $ 0.04 169,000,000 $ 0.04 Stock Options As of September 30, 2019, and December 31, 2018 there were no outstanding stock options |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components. From time to time, we purchase parts from Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former customers of the Company prior to joining the company. Our Board of Directors has approved the transactions between Billet Electronics and the Company. On September 15, 2017 Meddy Sahebi Chairman of our Board of Directors advanced the Company $5,000. There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time. As of December 31, 2017, the outstanding balance was $5,000. Mr. Sahebi resigned from the board of directors on February 8, 2018 . Pursuant to our 2017 Stock Compensation Program, effective July 1, 2017, we made the following stock option grants to members of our Board of Directors: (a) we issued to each of our non-employee members of our Board of Directors first joining the Board in October 2015 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on September 29, 2017 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (nine persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share. On the non-employee board members resigned, as disclosed in our 8K filed on February 15, 2018. As a result, all remaining stock options were cancelled. On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On February 15, 2018 we issued 9,200,000 .0053 as additional compensation in the amount of $48,760. On October 18, 2018 we entered into a 1 year employment agreement with Kambiz Mahdi our CEO, as part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; for the year ended December 31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares $.0131 to Mr. Mahdi in the amount of $262,000. On May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000 On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full. On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock was issued to MGWI on August 15, 2019. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. |
Warranty Liability
Warranty Liability | 9 Months Ended |
Sep. 30, 2019 | |
Warranty Liability Abstract | |
Warranty Liability | Note 13 - Warranty Liability There was no change in our warranty liability for the three and three months ended September 30, 2019. Our policy is to accrue 2% of revenue for warranty liability, however our experience has been low due to the claim experience that we feel that the current warranty accrual is reasonable. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS On October 30, 2019 we entered into a convertible note payable for $103,000, with a maturity date of October 30, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock On September 19 , 2019 we entered into a stock purchase agreement for 250,00 units for cash at $.02 per unit to an accredited investor for an aggregate price of $5,000 in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2019 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of September 30, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $57,000. Five (5) customers accounted for approximately 96% of accounts receivable at September 30, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. |
Inventory | Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of September 30, 2019, and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
Long - Lived Assets | Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” ●Identify the contract with the customer ● ● ● ● We also collect deposits with our order. Our customer deposit are recognized as revenue when we have met the contractual obligations. The following is table summarizes the customer deposit activity for the nine months ended September 30, 2019: Customer Deposits as of December 31, 2018 $ 365,815 Customer Deposits applied (56,585 ) New customer Deposits - Customer Deposits as of September 30, 2019 $ 309,230 We Invoice the customer at the time of the contract and only recognize the revenue when the company satisfies a performance obligation. The following is table summarizes the deferred revenue activity for the nine months ended September 30, 2019: Deferred revenue December 31, 2018 $ 33,000 Deferred revenue recognized in the Nine months ended September 30, 2019 - Additional deferred revenue added in the Nine months ended September 30, 2019 14,750 Deferred revenue September 30, 2019 $ 47,750 The following steps are applied to our contract manufacturing revenue: ● ●We receive Purchase orders from our customers. ● ●We invoice at the time of shipment ●The terms are typically Net 30 days |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments as of December 31 2018 and September 30, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – September 30, 2019 $ – $ – $ 253,781 $ 253,781 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. |
Other Comprehensive Income | Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. |
Net Profit (loss) Per Common Share | Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At September 30, 2019, we had outstanding common shares of 748,657,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at September 30, 2019 and 2018 were 604,602,711 and 498,909,645, respectively. In addition, we had convertible notes and convertible preferred shares, convertible into of additional common shares of approximately 613 million shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive we also had an adjustment to retained earnings of $60,000 due to the inducement on the conversion of preferred shares. |
Research and Development | Research and Development We had no amounts of research and development expense during the three months ended September 30, 2019 and 2018. |
Segment Disclosure | Segment Disclosure FASB Codification Topic 280, Segment Reporting Selected Financial Data Nine months ended September 30 2019 2018 Net Sales Electronics Assembly 344,905 484,156 Clean Energy HRS 46,662 759,474 Cety Europe 64,035 - Total Sales 455,077 1,243,630 Segment income and reconciliation before tax Electronics Assembly 78,314 99,817 Clean Energy HRS 37,463 584,299 Cety Europe 46,707 - Total Segment income 162,484 684,116 Reconciling items General and Administrative expense (330,788 ) (302,349 ) Salaries (617,821 ) (541,134 ) Professional fees (98,871 ) (108,844 ) Travel (199,599 ) (66,969 ) Consulting (42,800 ) (53,157 ) Facility lease (243,715 ) (207,671 ) Share Based Expense - (91,140 ) Change in derivative liability 185,811 5,058 Gain / (Loss) on disposition of assets - 7,456 Financing fees - (378,155 ) Interest expense (1,041,961 ) (713,994 ) Net Loss before income tax (2,227,260 ) (1,766,783 ) September 30, 2019 September 30, 2018 Total Assets Electronics Assembly 2,116,907 1,064,325 Clean Energy HRS 1,717,316 1,918,955 Cety Europe 16,296 - 3,850,519 2,983,280 |
Share - Based Compensation | Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a nine months ended September 30, 2019ly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the nine months ended September 30, 2019 and 2018 we had $0 and $91,140 respectively, in share-based expense, due to the issuance of common stock. As of September 30, 2019, we had no further non-vested expense to be recognized. |
Income Taxes | Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the three months ended September 30, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of September 30, 2019, we had a net operating loss carry-forward of approximately $(4,646,730) and a deferred tax asset of approximately $975,813 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(975,813). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. September 30, 2019 December 31, 2018 Deferred Tax Asset $ 975,813 $ 515,944 Valuation Allowance (975,813 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). This resulted in a change in control, which limited the net operating loss carryforward to that date forward. We are subject to taxation in the U.S. and the state of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. |
Going Concern | Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $5,007,979 and an accumulated deficit of $(13,896,219) and a working capital deficit of $6,353,612 and a net loss of $2,236,484 for the nine months ended September 30, 2019. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
Summary of Customer Deposit Activity | The following is table summarizes the customer deposit activity for the nine months ended September 30, 2019: Customer Deposits as of December 31, 2018 $ 365,815 Customer Deposits applied (56,585 ) New customer Deposits - Customer Deposits as of September 30, 2019 $ 309,230 |
Summary of Deferred Revenue Activity | The following is table summarizes the deferred revenue activity for the nine months ended September 30, 2019: Deferred revenue December 31, 2018 $ 33,000 Deferred revenue recognized in the Nine months ended September 30, 2019 - Additional deferred revenue added in the Nine months ended September 30, 2019 14,750 Deferred revenue September 30, 2019 $ 47,750 |
Schedule of Fair Value of Convertible Notes Derivative Liability | The carrying amounts of the Company’s financial instruments as of December 31 2018 and September 30, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – September 30, 2019 $ – $ – $ 253,781 $ 253,781 |
Schedule of Segment Reporting | Selected Financial Data Nine months ended September 30 2019 2018 Net Sales Electronics Assembly 344,905 484,156 Clean Energy HRS 46,662 759,474 Cety Europe 64,035 - Total Sales 455,077 1,243,630 Segment income and reconciliation before tax Electronics Assembly 78,314 99,817 Clean Energy HRS 37,463 584,299 Cety Europe 46,707 - Total Segment income 162,484 684,116 Reconciling items General and Administrative expense (330,788 ) (302,349 ) Salaries (617,821 ) (541,134 ) Professional fees (98,871 ) (108,844 ) Travel (199,599 ) (66,969 ) Consulting (42,800 ) (53,157 ) Facility lease (243,715 ) (207,671 ) Share Based Expense - (91,140 ) Change in derivative liability 185,811 5,058 Gain / (Loss) on disposition of assets - 7,456 Financing fees - (378,155 ) Interest expense (1,041,961 ) (713,994 ) Net Loss before income tax (2,227,260 ) (1,766,783 ) September 30, 2019 September 30, 2018 Total Assets Electronics Assembly 2,116,907 1,064,325 Clean Energy HRS 1,717,316 1,918,955 Cety Europe 16,296 - 3,850,519 2,983,280 |
Schedule of Deferred Tax Asset | At September 30, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. September 30, 2019 December 31, 2018 Deferred Tax Asset $ 975,813 $ 515,944 Valuation Allowance (975,813 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - |
Accounts and Notes Receivable (
Accounts and Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts and Notes Receivable | September 30, 2019 December 31, 2018 Accounts Receivable Trade $ 718,425 $ 781,845 Less Reserve for uncollectable accounts (57,000 ) (57,000 ) Accounts receivable - net $ 661,425 $ 724,845 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories by major classification were comprised of the following at: September 30, 2019 December 31, 2018 Raw Material $ 947,349 $ 952,214 Work in Process 93,440 9,680 Total 1,040,789 961,894 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Total Inventory $ 790,789 $ 711,894 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment were comprised of the following at: September 30, 2019 December 31, 2018 Capital Equipment $ 1,348,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,348,586 ) (1,322,203 ) Property and Equipment - Net $ 75,644 $ 96,027 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were comprised of the following at: September 30, 2019 December 31, 2018 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (48,498 ) (39,590 ) Net Intangible Assets $ 1,244,589 $ 1,253,497 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | September 30, 2019 December 31, 2018 Accrued Payroll $ 187,715 $ 224,514 Accrued Interest 576,905 466,425 Accrued Interest Related party 220,667 123,394 Customer Deposit 309,230 365,815 Accrued Payable to GE - TSA 972,231 972,231 Accrued Rents and Moving Expenses 123,625 123,626 $ 2,390,373 $ 2,276,005 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities on Convertible Loans | Derivative Liabilities on Convertible Loans: September 30, 2019 December 31, 2018 Outstanding Balance $ 253,781 $ 245,988 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the years ended December 31, as follows: Year Lease Payments 2019 $ 50,935 2020 $ 241,884 2021 $ 249,132 2022 $ 256,608 2023 $ 176,208 Total Lease Payments $ 974,767 Imputed Interest $ (94,998 ) Lease Liability $ 879,769 |
Capital Stock Transactions (Tab
Capital Stock Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2018 - $ - - $- Issued 169,000,000 $ 0.04 169,000,000 $ 0.04 Exercised - - - Expired - - - - Outstanding September 30, 2019 169,000,000 $ 0.04 169,000,000 $ 0.04 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 13, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 |
FDIC insured amount | $ 250,000 | $ 250,000 | |||||||||
Reserve for potentially un-collectable accounts | 57,000 | $ 57,000 | 57,000 | ||||||||
Inventory reserves | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||
Outstanding common shares | 748,657,656 | 555,582,656 | 580,157,656 | 748,657,656 | |||||||
Basic Weighted average common shares and equivalents | 604,602,711 | 498,909,645 | |||||||||
Number of shares convertible into additional common shares | 613,000,000 | ||||||||||
Adjustment of retained earnings on conversion of preferred shares | $ 60,000 | $ 60,000 | |||||||||
Research and development expense | |||||||||||
Share-based compensation | 91,140 | ||||||||||
Income tax examination description | On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the three months ended September 30, 2019 using a Federal Tax Rate of 21%. | ||||||||||
Federal corporate income tax rate | 21.00% | ||||||||||
Net operating loss carry-forward | (4,646,730) | $ (4,646,730) | |||||||||
Deferred tax asset | 975,813 | $ 515,944 | $ 975,813 | ||||||||
Deferred tax asset future periods | The deferred tax asset may be recognized in future periods, not to exceed 20 years. | ||||||||||
Valuation allowance | $ 975,813 | $ 515,944 | $ 975,813 | ||||||||
Common stock, shares par value | $ .001 | $ .001 | $ .001 | ||||||||
Stockholder's deficit | $ (4,998,754) | $ (4,355,066) | $ (5,522,471) | $ (4,795,694) | $ (4,049,828) | $ (3,894,444) | $ (3,723,904) | $ (4,998,754) | (4,049,828) | $ (4,113,180) | |
Accumulated deficit | (13,886,994) | (11,599,735) | (13,886,994) | ||||||||
Working capital deficit | 6,353,612 | 6,353,612 | |||||||||
Net loss | $ (658,688) | $ (841,795) | $ (726,777) | $ (1,043,234) | $ (155,382) | $ (298,142) | $ (1,313,258) | $ (2,227,260) | $ (1,766,783) | ||
Nevada Corporation [Member] | Stock Purchase Agreement [Member] | |||||||||||
Proceeds from issuance of common stock | $ 907,388 | ||||||||||
Number of restricted shares issuance | 302,462,667 | ||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||
Accounts Receivable [Member] | Five Customers [Member] | |||||||||||
Concentration percentage | 96.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 7 years |
Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 7 years |
Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 10 years |
Leasehold Improvements [Member] | |
Property and equipment estimated useful lives | 7 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Customer Deposit Activity (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Customer Deposits as of December 31, 2018 | $ 365,815 |
Customer Deposits applied | (56,585) |
New customer Deposits | |
Customer Deposits as of September 30, 2019 | $ 309,230 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Deferred Revenue Activity (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Deferred revenue December 31, 2018 | $ 33,000 |
Deferred revenue recognized in the Quarter | |
Additional deferred revenue added in the Quarter | 14,750 |
Deferred revenue September 30, 2019 | $ 47,750 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Fair Value of Convertible Notes Derivative Liability (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair value of convertible notes derivative liability | $ 253,781 | $ 245,988 |
Level 1 [Member] | ||
Fair value of convertible notes derivative liability | ||
Level 2 [Member] | ||
Fair value of convertible notes derivative liability | ||
Level 3 [Member] | ||
Fair value of convertible notes derivative liability | $ 253,781 | $ 245,988 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | |
Total Sales | $ 126,546 | $ 532,137 | $ 455,077 | $ 1,243,630 | ||
Total Segment income | 162,484 | 684,116 | ||||
General and Administrative expense | (130,940) | (98,909) | (330,788) | (302,349) | ||
Salaries | (209,954) | (192,409) | (617,821) | (541,134) | ||
Professional fees | (28,186) | (20,786) | (98,871) | (108,844) | ||
Travel | (113,492) | (30,301) | (199,599) | (66,969) | ||
Consulting | (34,475) | (18,125) | (42,800) | (53,157) | ||
Facility lease | (243,715) | (207,671) | ||||
Share Based Expense | (91,140) | |||||
Change in derivative liability | 290,741 | 221,395 | 185,811 | 5,058 | ||
Gain / (Loss) on disposition of assets | 7,456 | |||||
Financing Fees | (378,155) | |||||
Interest expense | (396,704) | (253,482) | (1,041,961) | (713,994) | ||
Net Loss before income tax | (658,688) | (155,382) | (2,227,260) | (1,766,783) | ||
Total Assets | 3,850,519 | 3,850,519 | $ 2,818,119 | |||
Electronics Assembly [Member] | ||||||
Total Sales | 344,905 | 484,156 | ||||
Total Segment income | 78,314 | 99,817 | ||||
Total Assets | 2,116,907 | 1,064,325 | 2,116,907 | 1,064,325 | ||
Clean Energy HRS [Member] | ||||||
Total Sales | 46,662 | 759,474 | ||||
Total Segment income | 37,463 | 584,299 | ||||
Total Assets | 1,717,316 | 1,918,955 | 1,717,316 | 1,918,955 | ||
Cety Europe [Member] | ||||||
Total Sales | 64,035 | |||||
Total Segment income | 46,707 | |||||
Total Assets | $ 16,296 | $ 16,296 | $ 2,983,280 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Deferred Tax Asset | $ 975,813 | $ 515,944 |
Valuation Allowance | (975,813) | (515,944) |
Deferred Tax Asset (Net) |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details Narrative) | Sep. 30, 2019 |
Accounting Changes and Error Corrections [Abstract] | |
Lease payments, average borrowing rate | 5.00% |
Accounts and Notes Receivable -
Accounts and Notes Receivable - Schedule of Accounts and Notes Receivable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts Receivable Trade | $ 718,425 | $ 781,845 |
Less Reserve for uncollectable accounts | (57,000) | (57,000) |
Accounts receivable - net | $ 661,425 | $ 724,845 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw Material | $ 947,349 | $ 952,214 |
Work in Process | 93,440 | 9,680 |
Total | 1,040,789 | 961,894 |
Less reserve for excess or obsolete inventory | (250,000) | (250,000) |
Total Inventory | $ 790,789 | $ 711,894 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8,793 | $ 9,285 | $ 17,586 | $ 31,085 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Capital Equipment | $ 1,348,794 | $ 1,342,794 |
Leasehold improvements | 75,436 | 75,436 |
Accumulated Depreciation | (1,348,586) | (1,322,203) |
Property and Equipment - Net | $ 75,644 | $ 96,027 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2,969 | $ 2,969 | $ 2,969 | $ 2,969 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 747,976 | $ 747,976 |
License | 354,322 | 354,322 |
Patents | 142,291 | 151,199 |
Accumulated Amortization | (48,498) | (39,590) |
Net Intangible Assets | $ 1,244,589 | $ 1,253,497 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued Payroll | $ 187,715 | $ 224,514 |
Accrued Interest | 576,905 | 466,425 |
Accrued Interest Related party | 220,667 | 123,394 |
Customer Deposit | 309,230 | 365,815 |
Accrued Payable to GE - TSA | 972,231 | 972,231 |
Accrued Rents and Moving Expenses | 123,625 | 123,626 |
Accrued Liabilities | $ 2,390,373 | $ 2,276,005 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Apr. 09, 2019USD ($)d | Feb. 13, 2019USD ($)d | Jan. 10, 2019USD ($) | Dec. 13, 2018USD ($)d | Sep. 21, 2018USD ($) | Feb. 13, 2018USD ($)$ / sharesshares | Feb. 08, 2018USD ($)d$ / shares | Jan. 04, 2018USD ($)$ / sharesshares | Aug. 17, 2017USD ($)d | Jul. 25, 2017USD ($)d | May 24, 2017USD ($)d | May 05, 2017USD ($)d | Jan. 12, 2017USD ($) | Jan. 09, 2017USD ($)shares | Dec. 16, 2016USD ($)$ / sharesshares | Nov. 02, 2016USD ($)$ / shares | Sep. 06, 2016USD ($)d | Sep. 11, 2015USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Apr. 15, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 06, 2017USD ($) | Sep. 15, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 11, 2013 | Sep. 06, 2013USD ($) |
Short-term note payable | $ 38,500 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 171,635 | ||||||||||||||||||||||||||||
Accrued interest | 576,905 | $ 466,425 | |||||||||||||||||||||||||||
Beneficial conversion feature | $ 153,000 | $ 939,500 | |||||||||||||||||||||||||||
One-Year Convertible Note Payable [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible note payable | $ 87,500 | ||||||||||||||||||||||||||||
Debt conversion percentage | 55.00% | ||||||||||||||||||||||||||||
Debt trading days | d | 20 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 2,300,000 | 1,200,000 | |||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ .002192 | $ .0031 | |||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 5,042 | $ 3,696 | |||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 24,228 | $ 11,544 | |||||||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 7,000,000 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | 26,117 | $ 15,400 | |||||||||||||||||||||||||||
Repayments of convertible debt | 89,401 | $ 84,000 | |||||||||||||||||||||||||||
Accrued interest | 1,899 | 3,855 | |||||||||||||||||||||||||||
July 2016 Convertible Note [Member] | |||||||||||||||||||||||||||||
Repayments of convertible debt | 89,401 | ||||||||||||||||||||||||||||
Remaining due and payable | $ 66,205 | ||||||||||||||||||||||||||||
September 2016 Convertible Note [Member] | |||||||||||||||||||||||||||||
Remaining due and payable | 60,941 | ||||||||||||||||||||||||||||
Canceled consideration of payment | $ 97,506 | ||||||||||||||||||||||||||||
Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||
Convertible note payable | $ 32,000 | $ 78,000 | |||||||||||||||||||||||||||
Debt conversion percentage | 58.00% | 61.00% | |||||||||||||||||||||||||||
Debt trading days | d | 15 | 15 | |||||||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||
Debt maturity date | Apr. 9, 2020 | Feb. 13, 2020 | Dec. 13, 2019 | May 30, 2018 | Apr. 25, 2018 | ||||||||||||||||||||||||
Convertible note payable | $ 53,000 | $ 138,000 | $ 83,000 | $ 68,000 | $ 103,000 | ||||||||||||||||||||||||
Debt conversion percentage | 65.00% | 65.00% | 65.00% | 58.00% | 60.00% | ||||||||||||||||||||||||
Debt trading days | d | 15 | 15 | 15 | 15 | 20 | ||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 153,123 | ||||||||||||||||||||||||||||
Debt maturity date | Oct. 8, 2018 | ||||||||||||||||||||||||||||
MGWI Note [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 103,000 | ||||||||||||||||||||||||||||
Debt maturity date | Apr. 25, 2018 | ||||||||||||||||||||||||||||
Debt conversion percentage | 40.00% | ||||||||||||||||||||||||||||
Debt trading days | d | 20 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | ||||||||||||||||||||||||||||
Beneficially owned percentage description | At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | ||||||||||||||||||||||||||||
Heat Recovery Solutions [Member] | |||||||||||||||||||||||||||||
Short-term note payable | $ 1,200,000 | $ 200,000 | |||||||||||||||||||||||||||
Debt interest rate | 2.66% | ||||||||||||||||||||||||||||
Debt principal amount | $ 1,400,000 | ||||||||||||||||||||||||||||
Pension liability | 100,000 | ||||||||||||||||||||||||||||
Total liability in connection with acquisition. | $ 1,500,000 | ||||||||||||||||||||||||||||
Debt payment description | (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal nine months ended September 30, 2019 installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2018 at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full | ||||||||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note One [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 250,000 | ||||||||||||||||||||||||||||
Debt maturity date | Sep. 21, 2019 | ||||||||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Two [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||
Debt maturity date | Sep. 21, 2019 | ||||||||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Three [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt maturity date | Jan. 10, 2020 | ||||||||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||||||||
Debt principal payments of debt | $ 116,600 | ||||||||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable One [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||||||||
Debt principal payments of debt | $ 95,685 | ||||||||||||||||||||||||||||
MGW Investment I Limited and Affliates [Member] | |||||||||||||||||||||||||||||
Common stock issued and outstanding percentage | 65.00% | ||||||||||||||||||||||||||||
Accounts Receivable Financing Agreement [Member] | American Interbanc [Member] | |||||||||||||||||||||||||||||
Short-term note payable | 1,590,300 | ||||||||||||||||||||||||||||
Debt interest rate | 2.50% | ||||||||||||||||||||||||||||
Escrow Funding Agreement [Member] | Red Dot Investment, Inc., [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||
Debt conversion percentage | 10.00% | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ .005 | ||||||||||||||||||||||||||||
Convertible Note Purchase Agreement [Member] | Corporation and Confections Ventures Limited [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||
Debt principal amount | $ 939,500 | ||||||||||||||||||||||||||||
Debt maturity date | Feb. 13, 2020 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 800,000,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 939,500 | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 532,383 | ||||||||||||||||||||||||||||
Individual [Member] | |||||||||||||||||||||||||||||
Short-term note payable | $ 50,000 | ||||||||||||||||||||||||||||
Fixed fee amount | $ 3,500 | ||||||||||||||||||||||||||||
Meddy Sahebi [Member] | |||||||||||||||||||||||||||||
Short-term note payable | $ 5,000 | ||||||||||||||||||||||||||||
Due to related parties | $ 5,000 | ||||||||||||||||||||||||||||
Un-related Party [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 40,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Sep. 30, 2019 |
Expected Volatility [Member] | |
Fair value measurement percentage | 99 |
Risk Free Interest Rate [Member] | |
Fair value measurement percentage | 1.78 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities on Convertible Loans (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities on Convertible Loans Outstanding Balance | $ 253,781 | $ 245,988 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Mar. 10, 2016ft² | Oct. 31, 2018 | Sep. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Sublease agreement description | we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. | ||||||
Operating lease rent expense | $ 80,863 | $ 68,346 | $ 207,671 | $ 243,715 | |||
Operating lease, ROU asset | 872,817 | 872,817 | |||||
Operating lease liability | $ 879,769 | $ 879,769 | $ 879,769 | ||||
Lease term | 12 months | 12 months | |||||
operating lease, weighted average discount rate, percent | 5.00% | 5.00% | |||||
CTU Industrial Building [Member] | |||||||
Building space for lease | ft² | 18,200 | ||||||
Lease term description | The lease term at the new facility is seven years and two months beginning October 1, 2016. | ||||||
Oberon Securities [Member] | |||||||
Invoice received from related party | $ 291,767 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 50,935 | |
2020 | 241,884 | |
2021 | 249,132 | |
2022 | 256,608 | |
2023 | 176,208 | |
Total Lease Payments | 974,767 | |
Imputed Interest | (94,998) | |
Lease Liability | $ 879,769 | $ 879,769 |
Capital Stock Transactions (Det
Capital Stock Transactions (Details Narrative) - USD ($) | Oct. 15, 2019 | Sep. 19, 2019 | Jul. 18, 2019 | Jun. 10, 2019 | May 31, 2019 | Feb. 13, 2019 | Oct. 09, 2018 | Feb. 13, 2018 | Aug. 21, 2014 | Aug. 07, 2013 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Apr. 28, 2018 | Jun. 30, 2017 | May 25, 2006 | Apr. 21, 2005 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||||||||
Common stock, shares par value | $ .001 | $ .001 | |||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | |||||||||||||||||||
Number of shares conversion of convertible notes | 884,195 | 26,054,672 | |||||||||||||||||||
Number of shares issued for additional compensation | 13,800,000 | ||||||||||||||||||||
Number of shares issued for consulting services | 1,500,000 | ||||||||||||||||||||
Value of shares conversion of convertible notes | $ 35,367 | ||||||||||||||||||||
Shares issued price per share | $ .04 | ||||||||||||||||||||
Number of common stock shares issued for conversion | 613,000,000 | ||||||||||||||||||||
Common stock, shares outstanding | 748,657,656 | 555,582,656 | 580,157,656 | ||||||||||||||||||
Preferred D stock, shares par value | $ 100 | $ 100 | |||||||||||||||||||
Preferred shares reclassed | |||||||||||||||||||||
Preferred stock, shares outstanding | 6,500 | 7,500 | |||||||||||||||||||
Number of outstanding stock options | |||||||||||||||||||||
Series F Warrants [Member] | |||||||||||||||||||||
Warrant is exercisable price per share | $ .10 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | ||||||||||||||||||||
Series G Warrants [Member] | |||||||||||||||||||||
Warrant is exercisable price per share | $ .20 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | ||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||
Number of stock sale shares | 25,000 | 50,000 | 50,000 | ||||||||||||||||||
Purchase price of shares sale | $ 5,000 | $ 10,000 | $ 10,000 | ||||||||||||||||||
Sale of stock price per share | $ 0.02 | $ .02 | $ .02 | ||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ .04 | $ .04 | ||||||||||||||||||
Number of warrant to purchase common stock | 1 | 1 | 1 | ||||||||||||||||||
Warrant purchase description | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | ||||||||||||||||||
Accredited Investor [Member] | Warrants [Member] | |||||||||||||||||||||
Number of stock sale shares | 50,000 | 50,000 | |||||||||||||||||||
Purchase price of shares sale | $ 10,000 | $ 10,000 | |||||||||||||||||||
Sale of stock price per share | $ 0.02 | $ 0.02 | |||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | |||||||||||||||||||
Number of warrant to purchase common stock | 1 | 1 | |||||||||||||||||||
Warrant purchase description | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | |||||||||||||||||||
Accredited Investor [Member] | Subsequent Event [Member] | Warrants [Member] | |||||||||||||||||||||
Number of stock sale shares | 250,000 | ||||||||||||||||||||
Purchase price of shares sale | $ 250,000 | ||||||||||||||||||||
Sale of stock price per share | $ 0.02 | ||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||
Number of warrant to purchase common stock | 250,000 | ||||||||||||||||||||
Preferred Series D Shares [Member] | |||||||||||||||||||||
Number of shares conversion of convertible notes | 800 | ||||||||||||||||||||
Value of shares conversion of convertible notes | $ 60,000 | ||||||||||||||||||||
Shares issued price per share | $ 0.015 | ||||||||||||||||||||
Number of common stock shares issued for conversion | 4,000,000 | ||||||||||||||||||||
Inducement fee | $ 60,000 | ||||||||||||||||||||
Shares from administrative hold, shares | 75,000 | ||||||||||||||||||||
Preferred shares reclassed | $ 20,000 | ||||||||||||||||||||
Preferred shares reclassed, shares | 200 | ||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares authorized | 440 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | ||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares authorized | 15,000 | ||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock dividend rate | 13.00% | 17.50% | |||||||||||||||||||
Preferred stock dividend description | In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to nine percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. | The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. | |||||||||||||||||||
Preferred stock, shares outstanding | 5,000 | ||||||||||||||||||||
Nevada Corporation [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 907,388 | ||||||||||||||||||||
Number of restricted shares issuance | 302,462,667 | ||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | |||||||||||||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||||||||||||
Number of stock sale shares | 168,000,000 | ||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | ||||||||||||||||||||
Sale of stock price per share | $ 0.0119 | ||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | Warrants [Member] | |||||||||||||||||||||
Number of stock sale shares | 168,000,000 | ||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | ||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||
Board of Directors and Shareholders [Member] | |||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 800,000,000 | 400,000,000 | 200,000,000 | |||||||||||||||||
Common stock, shares par value | $ .001 | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 15,000 | |||||||||||||||||||
Kambiz Mahdi [Member] | |||||||||||||||||||||
Number of shares issued for additional compensation | 20,000,000 | ||||||||||||||||||||
Shares issued price per share | $ .0131 | ||||||||||||||||||||
Value of shares issued for additional compensation | $ 262,000 | ||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||||||||||
Preferred D stock, shares par value | $ 0.001 | ||||||||||||||||||||
Board of Directors [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||
Number of preferred stock shares designated | 15,000 | ||||||||||||||||||||
Preferred stock shares designated description | Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. | ||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 750,000 |
Capital Stock Transactions - Sc
Capital Stock Transactions - Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Equity [Abstract] | |
Warrants - Common Share Equivalents, Outstanding, beginning balance | shares | |
Warrants - Common Share Equivalents, Issued | shares | 169,000,000 |
Warrants - Common Share Equivalents, Exercised | shares | |
Warrants - Common Share Equivalents, Expired | shares | |
Warrants - Common Share Equivalents, Outstanding, ending balance | shares | 169,000,000 |
Warrants - Weighted Average Exercise price, beginning balance | $ / shares | |
Warrants - Weighted Average Exercise price, Issued | $ / shares | 0.04 |
Warrants - Weighted Average Exercise price, Exercised | $ / shares | |
Warrants - Weighted Average Exercise price, Expired | $ / shares | |
Warrants - Weighted Average Exercise price, ending balance | $ / shares | $ 0.04 |
Warrants exercisable - Common Share Equivalents, beginning balance | shares | |
Warrants exercisable - Common Share Equivalents, Issued | shares | 169,000,000 |
Warrants exercisable - Common Share Equivalents, Exercised | shares | |
Warrants exercisable - Common Share Equivalents, Expired | shares | |
Warrants exercisable - Common Share Equivalents, ending balance | shares | 169,000,000 |
Warrants exercisable - Weighted Average Exercise price, beginning balance | $ / shares | |
Warrants exercisable - Weighted Average Exercise price, Issued | $ / shares | 0.04 |
Warrants exercisable - Weighted Average Exercise price, Exercised | $ / shares | |
Warrants exercisable - Weighted Average Exercise price, Expired | $ / shares | |
Warrants exercisable - Weighted Average Exercise price, ending balance | $ / shares | $ 0.04 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 31, 2019 | May 02, 2019 | Feb. 13, 2019 | Jan. 10, 2019 | Sep. 21, 2018 | Feb. 15, 2018 | Feb. 13, 2018 | Feb. 08, 2018 | Jul. 01, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Apr. 30, 2019 | Dec. 31, 2017 | Jun. 15, 2017 |
Due to chairman | $ 5,000 | ||||||||||||||||||
Debt instrument, beneficial conversion feature | $ 153,000 | $ 939,500 | |||||||||||||||||
Debt instrumnet, conversion amount | $ 171,635 | ||||||||||||||||||
Increase in authorized common shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||||
Shares issued during period share based compensation | 9,200,000 | ||||||||||||||||||
Share price | $ 0.0053 | ||||||||||||||||||
Shares issued during period share based compensation, value | $ 48,760 | $ 262,000 | |||||||||||||||||
Common stock, shares par value | $ .001 | $ .001 | $ .001 | ||||||||||||||||
MGWI Note [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 153,123 | ||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | ||||||||||||||||||
Debt instrument, conversion price | $ 0.003 | ||||||||||||||||||
Debt instrument, conversion feature | The MGWI Note is convertible into shares of the Corporation's common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. | At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | |||||||||||||||||
Equity method investment, ownership percentage | 70.00% | 70.00% | |||||||||||||||||
Employment Agreement [Member] | Mr. Bennett [Member] | |||||||||||||||||||
Annual salary | $ 175,000 | ||||||||||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | |||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | ||||||||||||||||||
Debt instrument, conversion price | $ 0.003 | ||||||||||||||||||
Debt instrument, beneficial conversion feature | $ 532,383 | ||||||||||||||||||
Debt instrumnet, conversion amount | $ 939,500 | ||||||||||||||||||
Debt instrument, number of shares converted | 800,000,000 | ||||||||||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | CVL Note [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 939,500 | ||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | ||||||||||||||||||
Debt instrument, conversion price | $ 0.003 | ||||||||||||||||||
Debt instrument, beneficial conversion feature | $ 532,383 | ||||||||||||||||||
Mgw Investments [Member] | Convertible Note Purchase Agreement [Member] | CVL Note [Member] | |||||||||||||||||||
Debt instrumnet, conversion amount | $ 939,500 | ||||||||||||||||||
Debt instrument, number of shares converted | 800,000,000 | ||||||||||||||||||
JSJ Investments [Member] | MGWI Note [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 103,000 | ||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | ||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 250,000 | ||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | ||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Two [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | ||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Three [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 25,000 | ||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2020 | ||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | |||||||||||||||||||
Number of shares sold | 168,000,000 | ||||||||||||||||||
Number of shares sold, value | $ 1,999,200 | ||||||||||||||||||
Sale of stock price per share | $ 0.0119 | ||||||||||||||||||
Common stock, shares par value | 0.001 | ||||||||||||||||||
Warrants, exercise price | $ 0.04 | ||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||
Due to chairman | $ 5,000 | ||||||||||||||||||
Five Board of Directors [Member] | |||||||||||||||||||
Number of shares granted | 150,000 | ||||||||||||||||||
Weighted average exercise price, granted | $ 0.03 | ||||||||||||||||||
Six Non-Employee Members [Member] | |||||||||||||||||||
Number of shares granted | 300,000 | ||||||||||||||||||
Weighted average exercise price, granted | $ 0.03 | ||||||||||||||||||
Kambiz Mahdi [member] | One Year Employment Agreement [Member] | |||||||||||||||||||
Shares issued during period share based compensation | 20,000,000 | ||||||||||||||||||
Share price | $ 0.0131 | ||||||||||||||||||
Shares issued during period share based compensation, value | $ 262,000 |
Warranty Liability (Details Nar
Warranty Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Warranty Liability Abstract | ||
Changes in warranty liability | ||
Warranty liability, description | Our policy is to accrue 2% of revenue for warranty liability, however our experience has been low due to the claim experience that we feel that the current warranty accrual is reasonable. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Sep. 19, 2019USD ($)$ / sharesshares | Jul. 18, 2019USD ($)$ / sharesshares | Jun. 10, 2019USD ($)$ / sharesshares | Apr. 09, 2019USD ($)d | Feb. 13, 2019USD ($)d | Dec. 13, 2018USD ($)d | Aug. 17, 2017USD ($)d | Jul. 25, 2017USD ($)d | Oct. 30, 2019USD ($)d |
Accredited Investor [Member] | |||||||||
Number of shares sold | shares | 25,000 | 50,000 | 50,000 | ||||||
Sale of stock price per share | $ / shares | $ 0.02 | $ .02 | $ .02 | ||||||
Number of shares sold, value | $ 5,000 | $ 10,000 | $ 10,000 | ||||||
Number of warrant to purchase common stock | shares | 1 | 1 | 1 | ||||||
Warrant purchase description | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. | ||||||
Warrants, exercise price | $ / shares | $ 0.04 | $ .04 | $ .04 | ||||||
Convertible Note Payable [Member] | |||||||||
Convertible note payable | $ 53,000 | $ 138,000 | $ 83,000 | $ 68,000 | $ 103,000 | ||||
Debt maturity date | Apr. 9, 2020 | Feb. 13, 2020 | Dec. 13, 2019 | May 30, 2018 | Apr. 25, 2018 | ||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||
Debt conversion percentage | 65.00% | 65.00% | 65.00% | 58.00% | 60.00% | ||||
Debt trading days | d | 15 | 15 | 15 | 15 | 20 | ||||
Convertible Note Payable [Member] | Subsequent Event [Member] | |||||||||
Convertible note payable | $ 103,000 | ||||||||
Debt maturity date | Oct. 30, 2020 | ||||||||
Debt interest rate | 12.00% | ||||||||
Debt conversion percentage | 65.00% | ||||||||
Debt trading days | d | 15 |